Incorporated Societies Act 2022

If you need more information about this Act, please contact the administering agency: Ministry of Business, Innovation, and Employment

Contents of constitution

26 What constitution must contain


The constitution must contain the following matters:


the name of the society (see section 11); and


the purposes of the society (see section 12); and


how a person becomes a member of the society, including a requirement that a person must consent to be a member (see section 76); and


how a person ceases to be a member of the society; and


arrangements for keeping the society’s register of members up to date (see section 79); and


the composition, roles, functions, powers, and procedures of the committee of the society, including—


the number of members that must or may be on the committee (see section 45); and


the election or appointment of officers; and


the terms of office of the officers; and


the functions and powers of the committee (see section 46); and


grounds for removal from office of officers (see section 50(1)(b)); and


how the chairperson (if any) will be elected or appointed and whether that person will have a casting vote if there is an equality of votes; and


the quorum and procedure for committee meetings, including voting procedures; and


how the contact person or persons will be elected or appointed (see section 113); and


how the society will control and manage its finances; and


the method by which the constitution may be amended (see sections 30 and 31); and


procedures for resolving disputes, including providing for how a complaint may be made (see sections 38 to 44); and


arrangements and requirements for general meetings (see sections 84 to 93), including—


the intervals between annual general meetings; and


the information that must be presented at general meetings; and


when minutes are required to be kept; and


the manner of calling general meetings; and


whether and, if so, how written resolutions may be passed in lieu of a general meeting for the purposes of section 89; and


the time within which, and manner in which, notices of general meetings and notices of motion must be notified; and


the quorum and procedure for general meetings, including voting procedures (for example, whether votes may be cast by post or by electronic means), procedures for proxies (if any), and whether the quorum takes into account members present by proxy or casting postal votes or votes by electronic means; and


the arrangements and requirements for special general meetings under section 64(3) (unless that provision has been negated under section 67); and


the nomination of a not-for-profit entity, or a class or description of not-for-profit entities, to which any surplus assets of the society should be distributed on a liquidation of the society or on, or to enable, the removal of the society from the register (see section 5(3) and subpart 5 of Part 5).


Subsection (1)(j) does not limit a power to apply for an order, or take any other enforcement action, under Part 4.


Subsection (1)(l) does not apply to a racing club within the meaning of section 5(1) of the Racing Industry Act 2020.

Compare: 1908 No 212 s 6